OFFER MEMORANDUM RECOMMENDED CASH OFFER VALCON ACQUISITION B.V.

Transcription

1 ~ This Offer expires at 15:OO hours, Amsterdam time (9:00 hours, New York time), on 5 May 2006 unless extcnded OFFER MEMORANDUM dated 31 March 2006 RECOMMENDED CASH OFFER BY! VALCON ACQUISITION B.V. VALUE OF EUR 0.20 AND ALL THE ISSUED AND OUTSTANDING 7% PREFERRED SHARES WITH A NOMINAL VALUE OF EUR 8.00 IN THE CAPITAL OF vvnu! = = I w, VNU N.V. i (a public limited liability company (naamloze vennootschap) incorporated undcr the laws of 1 Thc Netherlands, with its corporate scat in Haarlem, The Netherlands) 1 This offer memorandum (the Offer Memorandum ) contains details of the recommended cash offer by Valcon Acquisition B.V. (the Offeror ) to holders of issued and outstanding ordinary shares with a nominal value of EUR 0.20 each (the Ordinary Shares, holders of such Ordinary Shares being referred to as Ordinary Shareholders ) and to holders of issued and outstanding 7% prcferred shares with a nominal value of EUR 8.00 each (the Preferred Shares and together with the Ordinary Shares, the Shares, holders of such Preferred Shares being referred to as Preferred Shareholders and together with thc Ordinary Shareholders, the Shareholders ) in the share capital of VNU N.V. ( VNU or the Company ) to purchase for cash al1 of or part of their Shares, on the term and subject to the conditions and restrictions contained in this Offer Memorandum (the Offer ). Cdpitaiised terms used in this Offer Memorandum have thc meanings as set out in Section 3 (Definitions). Shareholders tendering their Ordinary Shares under the Offer wil1 be paid, on the term and subject to the conditions and restrictions contained in this Offer Memorandum, in consideration of each Ordinary Share vaiidiy tendered (or defectively tendered providcd that such defect has been waived by the Offeror) and delivered (geleverd) a cash amount of EUR per Ordinary Share (the Offer Price per Ordinary Share ). The dividend per Ordinary Share in rcspect of the Financial Ycar 2005 is set at EUR 0.12, which amount was already paid on 23 August 2005 as an interim dividend and therefore no final dividend (slotdividend) wil1 he paid on the Ordinary Shares. See Section 10.1 (Offer Price per Ordinary Share). Shareholdcrs tendering their Preferred Shares under the Offer wil1 he paid, on the term and subject to thc conditions and restrictions containcd in this Offer Memorandum, in consideration for each Preferred Share validly tendered (01 defectively tendered provided that such defect has been waived by the Offeror) and dclivered ke/everd) a cash amount of EUR per Preferred Share (the Offer Price per Preferred Share ). In the event that prior to the Scttlement Date any dividends are paid in respcct of the Preferred Shares (except for the dividend in respcct of the Preferred Shares in thc amount of EUR 0.64 which was already paid on 23 August 2OO5), the Offer Price per Preferred Share wil1 be decredsed with an amount per Preferred Share equivalent to any such dividcnd or distribution per Preferrcd Share. See Section 10.2 (Offer Price per Preferred Share). a m1 PEE==! 8

2 The Supervisory Board and the Executive Board unanimously support and unanimously recommend the Offer to the Shareholders for acceptance. Sec Section 9 (Recommendation hy the Supervisory Board and the Executive Board). The acceptance period under the Offer commences at 9:OO hours, Amsterdam time (3:OO hours, New York time), on 4 April 2006 and expires at 15:OO hours, Amsterdam time (9:OO hours, New York time), on 5 May 2006, unless extended (the Acceptance Closing Date ). Acceptance under the Offer must be made in the manner specified in this Offer Memorandum. Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during any extension of the Acceptance Period in accordance with the provisions of article 90, paragraph 5 of the Bte The Offeror reserves the right to extend the Offer past the Acceptdnce Closing Date. If the Offer is extended past the Acceptance Closing Date, the Offeror wil1 make an announcement to that effect in accordance with Applicable Law. See Section 10 (Invitation to the Shareholders). The provisions of article 90, paragraph 5 of the Bte 1995, require that such announcement be made within three Business Days following the Acceptance Closing Date. The Offeror wil1 announce whether the Offer is declared unconditiondi (gestand wordt gedauii) in accordance with Applicdble Law (the Unconditional Date ). The Bte 1995 requires that such announcement be made within five Business Days following the Acceptance Closing Date. The Offeror reserves the right to waive any of the Offer Conditions, other than the Offer Condition which can bc waived by VNU, provided that the waiver of certain of such Offer Conditions shall be subject to the prior written consent of VNU or can only be made jointly with VNU. See Section 10.6 (Declaring the Offer Unconditional). Announcements contemplated by the foregoing paragraphs wil1 be issued by press release and wil1 be published in at least the Wal/ Street Joumal, the Financial Times, the Daily Official List, Het Financieele Dagblad and NRC Hundelsblad. Sec Section (Announcements). in the cvent that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Offeror wil1 pay promptly but in any event within thrce Business Days following the Unconditional Date (the Settlement Date ) to Shareholders who have tendercd and delivered their Ordinary Shares andior their Preferred Shares to the Offeror prior to the Acccptance Closing Date the Offer Price per Ordinary Share andior the Offer Price per Preferred Share, respectively, in respect of each Share validly tendered (or defcctively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd). At 16:00 hours, Amsterdam time, on 18 April 2006, the Annual General Meeting of Shareholders wil1 he held at the Hotel Okura Amsterdam, Ferdinand Bolstraat 333, Amsterdam, The Netherlands, in which meeting the Offer, among othcr matters, wil1 he discussed in accordance with article 9q, pardgraph 1 of the Bte

3 1. RESTRICTIONS AND IMPORTANT INFORMATION 1.1 Restrictions The Offer is not being made, and the Shares wil1 not be accepted for purchase from or on behalf of any Shareholders, in any jurisdiction in which the making or acceptance thereof would not he in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of this Offer Memorandum. Persons obtaining this Offer Memorandum are required to take due note and observe al1 such restrictions and obtain any necessary authorisations, approvals or consents. Neither the Offeror, nor VNU, nor any of their advisers accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, any custodian, nominee or trustee) who would or othenvise intends to forward this Offer Memorandum or any related document to any jurisdiction outside The Netherlands should carefully read this Section 1 (Restrictions and Important Information) before taking any action. The distribution of this document in jurisdictions other than The Netherlands may he restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities law of any such jurisdiction Canada, Australia and Japan The Offer is not being made directly or indirectly, in or into Canada, Australia or Japan and this Offer Memorandum, and any and al1 materials related thereto should not he sent in or into Canada, Australia or Japan, whether by use of Canadian, Australian or Japanese interstate or foreign commerce, or of any facility of a Canadian, Australian or Japanese national securities exchange (including, without limitation, electronic mail, post, facsimile transmission, telex and telephone), and the Offer cannot he accepted by any such use, means or instrumentality, in or from within Canada, Australia or Japan. Accordingly, copies of this Offer Memorandum and any related materials are not being, and must not he, mailed or othenvise distributed or sent in or into or from Canada, Australia or Japan or, in their capacities as such, to custodians, trustees or nominees holding Shares for Canadian, Australian or Japanese persons, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from Canada, Australia or Japan and doing so wil1 render invalid any relevant purported acceptance of the Offer United Kingdom This Offer Memorandum is directed only at persons who (i) are persons falling within Article 49(2) (a) to (d) ( high net worth companies, unincorporated associations, etc. ) of The Financial Services and Markets Act 2000 (Financial Promotion) order 2001 (as amended) (the Order ) or (ii) are investment professionals in the meaning of Article 19 of the Order or have professional experience in matters relating to investments or (iii) are outside the United Kingdom. This Offer Memorandum must not be acted on or relied on by anyone other than such persons. The Offer may only be accepted by, and any investment activity to which this communication relates is available only to and wil1 be engaged in only with, such persons United States NEITHER TUE OFFER NOK THIS OFFER MEMORANDUM HAS BEEN AF PROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE COMMISSION ) NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. The Offer is being made for the securities of a Dutch Company and, while the Offer is subject to Dutch and applicable U.S. disclosure requirements, U.S. investors should be aware that this Offer Memorandum has been prepared in accordance with a Dutch format and style, which differs from the U.S. format and style. In addition, the 2005 Financial Year consolidated financial statements of VNU provided herein have been prepared in accordance with IFRS as adopted by the EU (with 2004 comparatives), while the financial data derived from the 2004 Financial Year and 2003 Financial Year consolidated financial statements of VNU provided herein have been prepared in accordance with Dutch GAAP thus may not he comparable to financial statements of U.S. companies prepared in accordance with U.S. generally accepted accounting principles. l;,j 3

4 VNU and the Offcror are cach incorporated under the laws of the Netherlands. Some of the officers and directors of VNU and the Offeror are residents of countries other than the United States, and a substantial portion of the assets of VNU and the Offeror are located outside the United States. As a result, it may not he possible for U.S. Shareholders to effect service of process within the United States upon VNU or the Offeror or such persons or to enforce against any of them judgments of US. courts predicated upon the civil liability provisions of the federal securities laws of the United States. Certain U.S. and Dutch tax considerations are described in Section 17 (Ta Aspects of the Offer). 1.2 Important Information This Offer Memorandum contains important information that should he read carefully before any decision is made to tender Shares in connection with the Offer. The Shareholders are advised to seek independent advice where necessaiy. In addition, the Shareholders may wish to consult with their tax advisers regarding the tax consequences of tendering their Shares in the Offer. The information included in Sections 1.1, 4.1, 4.2, 4.3, 4.7 to 4.11 (inclusive), 5.5, 5.6, 5.7.1, 5.7.2, 5.7.3, 5.7.4, (first sentence of the first paragraph, second, third, fourth and fifth pdragraphs), 5.11, 10 (introductoiy paragraph), 10.1 (first sentence), 10.2 (first, third and fourth sentence), 10.3 to 10.8 (inclusive), 10.10, 10.11, 13, 17 and Schedule 1 has been solely provided by the Offeror. The information included in Sections 4.4, 4.5, 5.3, (second, third, fourth and fifth sentence of the first paragraph, sixth, seventh and eighth paragraphs), 6, 9, 10.2 (second sentence), 11, 12, 15.1, 15.2, 16, 18.1, 18.2 and 18.4 has been solely provided by VNU. The information included in Sections 1.2, 2, 3, 4.6, 4.12, 4.13, 5.1, 5.2, 5.4, 5.7.5, 5.7.6, 5.8, 5.9, 5.10, 10.1 (second sentence), 10.9, 10.12, 14, 18.3, 19 and 20 has been provided by the Offeror and VNU jointly. The information included in Section 7 has been provided by Credit Suisse Securities (USA) LLC ( Credit Suisse ) and the fairness opinion included therein is identical to the original fairness opinion as of the same date issued by Credit Suisse. The information included in Section 8 has been provided by NM Rothschild & Sons Limited ( NM Rothschild ) and the fairness opinion included therein is identical to the original fairness opinion as of the same date issued by NM Rothschild. The information included in Section 15.3 has been provided by Ernst & Young Accountants and is identical to the original auditor s report as of the same date issued by Ernst & Young Accountants. The Offeror and VNU are exclusively responsible for the accuracy and completeness of the information provided in this Offer Memorandum, each with respect to such information as it has provided, and together with respect to the information they have provided jointly, except for information that has not been provided by either of them (which includes the fairness opinion and the description thereof in Section 7, for which Credit Suisse is responsible, the fairness opinion and the description thereof in Section 8, for which NM Rothschild is responsible and the information in Section 15.3, for which Ernst & Young Accountants is responsible, or jointly by them as set out in the previous paragraph of this section. Each of the Offeror and VNU confirms, with respect to such information it has provided in this Offer Memorandum, that to the best of its knowledge and belief as of the date hereof the information contained in this Offer Memorandum is true and accurate in al1 material respects and there are no facts the omission of which would make any statement in this Offer Memorandum misleading in any material respect. Please he aware that certain financial and statistical information in this Offer Memorandum may he rounded up or down and should therefore not he regarded as definitive. The information included in this Offer Memorandum reflects the situation as at the date of this Offer Memorandum. Neither the issue nor the distribution of this Offer Memorandum shall under any circumstances imply that the information contained herein is accurate and complete as of any time subsequent to this date or that there has been no change in the information set out in this Offer Memorandum or in the affairs of VNU andior its subsidiaries andior its affiliates since the date of this Offer Memorandum. The foregoing does not affect the obligation of both the Offeror and VNU, each in so far as it concerns them, to make a public announcement pursuant to article Yb paragraph 1 of the Bte 1995, if appkdbk. No person, other than the Offeror and VNU and without prejudice to the auditor s reports issued by Ernst & Young Accountants and the fairness opinions issued by Credit Suisse and NM Rothschild included in this Offer Memorandum, is authorised in connection with the Offer to provide any information or to make any statements on behalf of the Offeror or VNU in connection with this Offer or any information contained in this Offer Memorandum. If any such information or statement is 4

5 ~ Generally, provided or made hy parties other than the Offeror or VNU such information or statements should not be relied upon as having been provided by or made by or on behalf of the Offeror or VNU. Any information or representation not contained in this Offer Memorandum must not be relied upon as having been provided by or made by or on behalf of the Offeror or VNU. This Offer Memorandum and the Offer are, and any tender, purchase or delivery of Shares wil1 be, governed hy and construed in accordance with the laws of The Netherlands. The District Court of Amsterdam (Rechtbank Amsterdam) and its appellate courts shall have exclusive jnrisdiction to settle any disputes which might arke out of or in connection with this Offer Memorandum, the Offer andior any tender, purchase or delivery of Shares. Accordingly, any legal action or proceedings arising out of or in connection with the Offer Memorandum, the Offer and/or any tender, purchase or delivery of Shares may be brought exclusively in such courts. The Offer Memorandum is published in English and a Dutch summary is included as Section 19. in the event of any differences, whether or not in interpretation, between the English text of the Offer Memorandum and the Dutch summary of this Offer Memorandum, the English text of the Offer Memorandum shall prevail. Copies of this Offer Memorandum, the VNU Articles of Association, the proposed articles of association of VNU and the financial statements (jaarrekening) of VNU for the Financial Year 2005, the Financial Year 2004 and the Financial Year 2003, which documents are incorporated by reference in, and form an integral part of, this Offer Memorandum, are available free of charge at the offices of VNU and the Exchange Agent and can be obtained by contacting VNU or the Exchange Agent at the addresses helow. VNU Ceylonpoori AA Haarlem tel: fax: The Exchange Agent ABN AMRO Bank N.V Atm. Servicedesk MF 7020 Kemeistcde ST Breda The Netherlands lei: fax: +31(0) Y643 The Information Agent outside of The Netherlands lar the Offer i7 State Street,lOth Floor New York, New Yark Banks and Brokers Call: (212) Al Others Cali Tol1 Free: (800) ~OYO~S~ Georgeson Shareholder 68 Upper Thames Smet Londan, EC4V 3BJ Banks and Brokers cali: +44 (0) This Offer Memorandum includes forwardlooking statements that involve risk and uncertainty. words such as may, will, expect, intend, estimate, anticipate, believe, plan, seek continue or similar expressions identib forwardiooking statements. Although each of the Offeror and VNU, each with respect to the statements it has provided, believes that the expectations reflected in such forward looking statements are based on reasonable assumptions, no assurance can be given that such statements wil1 he fulfilled or prove to be correct, and no assurances or warranties are otherwise made with respect to such statements. Any such forwardlooking statement must be considered together with the fact that actual events or results may vary materially from such forwardlooking statements due to, among other things, political, economic or legal changes in the markets and environments in which the Offeror andior VNU does business, to competitive developments ar risk inherent to VNUs business plans and to uncertainties, risk and volatiliîy in financial markets and other factors affecting the Offeror andior VNU. The Offeror and VNU undertake no obligation to publicly update or revise any forwardlooking statements, whether as a result of new information, future events or othenvise, except as required by applicable laws and regulations or by any appropriate regulatory authority (such as Book I and Book I1 of the Euronext Rule Book of Euronext Amsterdam). J.F! Morgan plc ("JPMorgan"), which is authorised and regulated by the United Kingdom's Financial Services Authority is acting as financial adviser exclusively to the Offeror and to no one else in connection with the Offer and wil1 not be responsible to anyone other than the Offeror for providing the protections afforded to the clients of JPMorgan or for providing advice in relation to the Offer. ABN AMRO Corporate Finance Limited, which is authorised and regulated by the United Kingdom's Financial Services Authority, is acting as financial adviser exclusively to the Offeror and to no one else in connection with the Offer and wil1 not be responsible to anyone other than the Offeror <A" 5

6 for providing the protections afforded to the clients of ABN AMRO Corporate Finance Limited or for providing advice in relation to the Offer. ABN AMRO Corporate Finance Limited is a wholly owned suhsidiary of ABN AMRO Bank N.V. Citigroup Global Markets Inc. is acting as financial adviser exclusively to the Offeror and to no one else in connection with the Offer and wil1 not be responsihie to anyone other than the Offeror for providing the protections afforded to the clients of Citigroup Glohal Markets Inc. or for providing advice in relation to the Offer. Deutsche Bank Securities Inc. is acting as financial adviser exclusively to the Offeror and to no one else in connection with the Offer and wil1 not he responsible to anyone other than the Offeror for providing the protections afforded to the clients of Deutsche Bank Securities Inc. or for providing advice in relation to the Offer. ING Bank N.V. is acting as financial adviser exclusively to the Offeror and to no one else in connection with the Offer and wil1 not be responsihle to anyone other than the Offeror for providing the protections afforded to the clients of ING Bank N.V. or for providing advice in relation to the Offer. Credit Suisse is acting as financial adviser exclusively to VNU and to no one else in connection with the Offer and wil1 not he responsible to anyone other than VNU for providing the protections afforded to the clients of Credit Suisse or for providing advice in relation to the Offer. Evercore Partners is acting as financial adviser exclusively to VNU and to no one else in connection with the Offer and wil1 not he responsible to anyone other than VNU for providing the protections afforded to the clients of Evercore Partners or for providing advice in relation to the Offer NM Rothschild is acting as financial adviser exclusively to VNU and to no one else in connection with the Offer and wil1 not be responsihle to anyone other than VNU for providing the protections afforded to the clients of NM Rothschild for providing advice in relation to the Offer. 6

8 3. DEFINITIONS Any reference in this Offer Memorandum to defined terms in plural form shall constitute a reference to such defined term in singular form, and vice versa. Al1 grammatical and other changes required hy the use of a definition in singular form shall he deemed to have heen made herein and the provisions hereof shall he applied as if such changes have been made. Defined term used in this Offer Memorandum shall have the following meaning: Acceptance Closing Date Acceptance Period Admitted Institutions... Applicahle Law... AFM Annual General Meeting of Shareholders... Boards... Bte Business Day... Credit Suisse... Daily Official List.... Disclosure Act... Dutch GAAP EUR or f... Euronext Amsterdam... Exchange Act.... Exchange Agent... Executive Board... Financial Year the time and date on which the Offer expires, being at 1500 hours, Amsterdam time (9:OO hours, New York time), on 5 May 2006, unless extended in accordance with article 90 paragraph 5 of the Bte 1995 the period during which the Shareholders can tender their Shares to the Offeror, which hegins on 4 Auril 2006 and ends on the Acceptance Closing Date those institutions admitted to Euronext Amsterdam applicahle laws and regulations, including the Wte 1995, Bte 1995 and applicable other securities laws (including United States securities laws) the Netherlands Authority lor the Financial Markets (Sfichfing Autoriteit Financiële Markten) the annual genera1 meeting of Shareholders to he held at 16:ûû hours, Amsterdam time (1O:OO hours, New York time), on 18 April 2006, at Hotel Okura Amsterdam, Ferdinand Bolstraat 333, Amsterdam, The Netherlands, at which meeting the Offer, among other matters, wil1 be discussed, in accordance with (he provisions of article 9q paragraph 1 of the Bte 1995 the Supervisory Board and the Executive Board together the Securities Market Supervision Decree 1995 (Beshit toezicht effectenverkeer 1995), as amended from time to time a day on which Euronext Amsterdam is open for trading Credit Suisse Securities (USA) LLC the Daily Official List (Oficiële Prijscouranf) of Euronext Amsterdam Act on the Disclosure of Major Holdings in Listed Companies 1996 ( Wef melding zeeenschap in fen beurze genoteerde vennootschappen 1996) accounting principles generally accepted in the Nctherlands and the financial reporting requirements included in Part 9 of Book 2 of the Netherlands Civil Code Euro, the legal currency of the European Monetary Union Euronext Amsterdam N.V, or the Official Market Segment of the stock exchange of Eurolist by Euronext Amsterdam N.V., as appropriate U.S. Securities Exchange Act of 1934, as amended ABN AMRO Bank N.V. the executive hoard (raad van bestuur) of VNU financial year of VNU ended 31 December

9 Financial Year Financial Year IFRS as adopted by the EU... Information Agent... Material Adverse Effect... Merger Protocol... NM Rothschild... Offer... Offer Conditions... Offer Memorandum... financial year of VNU ended 31 December 2004 financial year of VNU ended 31 December 2005 the international accounting standards, international financial reporting standards and the related interpretations of these standards issued by the International Accounting Standards Board from time to time as adopted by the European Union Georgeson Shareholder any effect, event, occurrence, circumstance or change that, individually or together with other effects, events, occurrences, circumstances or changes, has had or could reasonably be expected to have a material adverse effect on the results of operations, cash flow, financial position or the business of the Company s material business units and its group, taken as a whole, such that the Offeror cannot reasonably be expected to continue with the Offer or declare the Offer unconditional, other than any effect, event, occurrence, circumstance or change that results from or relates to: (1) changes after the date of the Merger Protocol in applicable laws or regulations (including Wte 1995, Bte 1995, the Dutch Civil Code, applicable securities laws, tax laws, accounting regulations or principles) or interpretations thereof; (2) changes after the date of the Merger Protocol to economies in general or to the industiy in which the Company operates, except to the extent such change has had a disproportionate effect on the Company and its group, taken as a whole, as compared to other persons in the industries in which the Company and its group or either of the group s marketing information and media measurement divisions conduct their businesses; (3) any matter that is actually known to the Offeror, its group companies or its advisers prior to the date of the Merger Protocol or any matter that is clearly apparent from information contained in the press releases and filings sct forth below, provided however that this clause (3) shall only apply to consequences of that matter that are reasonably foreseeable prior to the date of the Merger Protocol: (i) the published 2004 annual report, (ii) al1 press releases published in 2005 or in 2006 and contained on the Company s website (VNU.com) as of the date of the Merger Protocol; or (4) a violation of the Merger Protocol or applicable law by the Offeror. the merger protocol agreed and signed by the Offeror and the Company on 8 March 2006 NM Rothschild & Sons Limited the offer described in this Offer Memorandum the conditions to the Offer as set out in Section 5.2 this offer memorandum relating to the Offer 9

10 Offer Price per Ordinaiy Share. Offer Price per Preferred Share. Offeror Ordinary Share(s) ,... Ordinaiy Shareholder(s).,.... Preferred Dividend(s) Preferred Share(s)......,,.. Preferred Shareholder(s) Preferred A Share(s) Preferred B Share(s)...,,.,.. Priority Foundation Priority Share(s) Priority Shareholder Project Forward ,.. Protection Foundation..,..,.. a cash amount of EUR for each Ordinaiy Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and subject to the conditions and restrictions of the Offer. The dividend per Ordinary Share in respect of the Financial Year 2005 is set at EUR 0.12, which amount was already paid on 23 August 2005 as an interim dividend and therefore no final dividend (slotdividend) wil1 be paid. The Company wil1 not pay out any other dividend or other distribution on the Ordinaiy Shares a cash amount of EUR (which amount is exclusive of any accrued and unpaid dividends related to the Preferred Shares) for each Preferred Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and subject to the conditions and restrictions of the Offer. In the event that prior to the Settlement Date any dividends are paid in respect of the Preferred Shares (except for the dividend in respect of the Preferred Shares in the amount of EUR 0.64 which was already paid on 23 August 2005), the Offer Price per Preferred Share wil1 be decreased with an amount per Preferred Share equivalent to any such dividend or distribution per Preferred Share. Valcon Acquisition B.V. (a private limited liability company duly (besloten vennootschap met beperkte aansprakelijkheid) incorporated and validly existing under the laws of The Netherlands, having its statutory seat at Amsterdam, The Netherlands) and, where appropriate, also including its group companies as described in article 2:24b of the Dutch Civil Code and its affiliates issued and outstanding ordinaiy shares with a nominal value of EUR 0.20 each in the capital of VNU the holder(s) of Ordinaiy Share(s) dividend on the Preferred Share(s), the Priority Share(s) and the Preferred B Share(s) in respect of the Financial Year 2005 issued and outstanding 7% preferred shares with a nominal value of EUR 8.00 each in the capital of VNU holder(s) of Preferred Share(s) preferred A shares in the capital of VNU with a nominal value of EUR 8.00 each issued and outstanding preferred B shares with a nominal value of EUR 0.20 each in the capital of VNU Stichting tot Beheer van de Prioriteitsaandelen in VNU N.V., a foundation (stichting) duly incorporated and validly existing under the laws of The Netherlands, having its registered office at Ceylonpoort 525, 2037 AA Haarlem, The Netherlands issued and outstanding priority share(s) in the capital of VNU with a nominal value of EUR 8.00 each the holder of the Priority Shares, being, until the Settlement Date, the Priority Foundation a threeyear cost reduction programme as described in Section 11.7 Stichting VNU, a foundation (stichting) duly incorporated and validly existing under the laws of the Netherlands, having its registered office at Schulpweg 8, 2111 AM Aerdenhout, The Netherlands I 10

11 Share(s)... Settlement Date... Shareholder(s)... Sponsors... Supervisory Board... Unconditional Date... US Tender Agent... VNU Articles of Association,.. VNU or the Company... Wte 1995 Ordinary Share(s) and Preferred Share(s) the date on which, in accordance with the term and conditions of the Offer, payment of the Offer Price per Ordinary Share and/or the Offer Price per Preferred Share shall be made by the Offeror to the Shareholders who have validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) their Shares under the Offer prior to the Acceptance Closing Date, which date shall promptly, but in any event within three Business Days, follow the Unconditional Date, subject to the Offer heing declared unconditional (gestanddoening) holder(s) of one or more Share(s) investment funds affiliated with and/or advised or managed by each of AlpInvest Partners N.V., The Blackstone Group L.P., TC Group, L.L.C. dibla "The Carlyle Group", Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co, L.P. and Thomas H. Lee Partners, L.P. the supervisory board (Raad van commissarissen) of VNU the date on which the Offeror shall publicly announce whether the Offer is declared unconditional (gestand wordt gedaan), in accordance with Applicahle Law. Article 9t paragraph 4 of the Bte 1995 requires that such announcement be made within five Business Days following the Acceptance Closing Date The Bank of New York The articles of association (statuten) of VNU, as most recently amended on 24 December 2004 VNU N.V., a public limited liability company (naamloze vennootschap incorporated under Dutch law), with its statutoiy seat in Haarlem, The Netherlands and, where appropriate, alm including its group companies as described in article 2:24b of the Dutch Civil Code and its affiliates the Securities Market Supervision Act 1995 (Wet toezicht effectenverkeer I995), as amended from time to time 11

12 4. SUMMARY This summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this Offer Memorandum. Shareholders are advised to review the Offer Memorandum in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the contents of the Offer Memorandum and the Offer itself. Unless the context requires othenvise, capitalised term used in this Offer Memorandum shall have the meanings set out in Section 3 (Definitions). 4.1 The Offer The Offeror is making an Offer to purchase from Shareholders al1 Shares, on the term and subject to the conditions and restrictions contained in this Offer Memorandum. Shareholders tendering their Ordinary Shares under the Offer wil1 be paid the Offer Price per Ordinary Share in respect of each Ordinary Share validly tendered (ar defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd), subject to the Offer being declared unconditional. See Section 10.1 (Offer Price per Ordinary Share). Shareholders tendering their Preferred Shares under the Offer wil1 be paid in respect of each Preferred Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) the Offer Price per Preferred Share subject to the Offer being declared unconditional. See Section 5.2 (Offer Conditions). The Offer Price per Ordinary Share of EUR represents compelling value for Shareholders and: (i) a premium of 23.1 percent to the unaffected closing price per Ordinary Share of EUR on 8 July 2005, the last trading day prior to VNU s announcement of its planned merger with IMS Health; (ii) premiums of 29.0 and 20.8 percent respectively to the 12 and 24 month average price per Ordinary Share of EUR and EUR prior to 8 July 2005, the last trading day prior to VNU s announcement of its planned merger with IMS Health; (iii) premiums of 27.8 and 20.3 percent respectively to the price per Ordinary Share of EUR and EUR 23.90, 9 months and 12 months prior to 8 March 2006, the day on which VNU and the Offeror jointly announced that the expectation was justified that agreement on an offer could be reached; (iv) a premium of 18.6 percent to the price per Ordinaiy Share of EUR implicd by the consensus research 2006E EBITDA multiple of 10.6~ for VNU s peer group; (v) a multiple of 13.4~ 2005 normalized EBITDA (adjusted for IMS and IR1 settlement costs and book gains), an attractive valuation compared to the recent trading of peer company stocks, as wel1 as to the recent history of trading of VNU s stock; and (vi) on the basis of implied enterprise value to EBITDA, a multiple which exceeds that of every reasonably comparable peer, including Arbitron, GfK, IMS Health, McGrawHill, Reed Elsevier PLC and NV, Thomson, Taylor Nelson Sofres, Dun & Bradstreet, Pearson, Wolters Kluwer, Ipsos and WPi? See also Section 5.5 (Substantiation of the Offer Price). 4.2 The Offeror s Rationale for the Offer The Offer presents a number of benefits to the Shareholders and VNU s employees, customers and other stakeholders: (i) AI1 Cash Offer: the Offer provides Shareholders the opportunity to realize immediate value in cash for their Shares, eliminating significant price risk related to future investment, execution uncertainty and any liquidity discount upon sale; (ii) Compelling Valuation: the Offer represents a significant premium to the unaffected trading price before the announcement of the proposed IMS transaction, VNU s historica1 trading ranges, and the average multiple implied by the current enterprise valuations of VNU s peer group. In 12

13 addition, the Offer fully values the Company s longterm operating plan including Project Forward; and (iii) ûngoing support of VNU: the Sponsors comprise investors who have extensive experience in the information and media industries and who can provide significant support, expertise and capital in partnership with VNU to support strategic initiatives and its employees, customers and other stakeholders. See Section 5.5 (Substantiation of the Offer Price) and Section 5.6 (The Offeror s Rationale for the Offer). 4.3 Financing of the Offer The Offeror wil1 finance acceptances under the Offer through a combination of fully committed debt facilities, subject to customary conditions and other conditions in line with the Offer, arranged by Citigroup, Deutsche Bank Securities Inc. and JPMorgan Securities, Inc. and, in part, hy ABN AMRO Bank N.V. and ING Bank N.V. and equity financing. 4.4 Recommendation by the Supervisory Board and Executive Board The Supervisory and the Executive Board, after having given due and extensive consideration to the strategic, financial and social aspects and consequences of the proposed transaction and having extensively reviewed other alternatives available to the Company, such as a standalone scenario and a breakup of the Company, have reached the conclusion that the Offer is in the best interests of the Company, the shareholders and al1 other stakeholders of the Company. Throughout the process, the Supervisory Board and the Executive Board have met on a frequent hasis and discussed the progress of the process and key decisions in connection therewith. The term and conditions to the Offer, as documented in the Merger Protocol, have been agreed between the Company and the Offeror ouly with prior approval of the Supervisory Board. The Supervisory Board and the Executive Board are of the opinion that the price being offered per Share and the other term of the Offer are reasonable and fair to the Shareholders. In this respect, reference is made to the fairness opinions rendered by Credit Suisse and NM Rothschild, as included in Section 7 (Fairness opinion Credit Suisse) and Section 8 (Fairness opinion NM Rothschild). With reference to the above, the Supervisory Board and the Executive Board unanimously support the Offer and unanimously recommend the Offer to the Shareholders for acceptance. 4.5 Shares held hy members of the Supervisory Board and the Executive Board As at the date of this Offer Memorandum 2,571 Ordinary Shares are held by R.F. van den Bergh, 1,314 Ordinary Shares are held by R.A. Ruijter and 10,086 Ordinary Shares are held by J.L. Brentjens, who have irrevocably undertaken to tender the Ordinary Shares held by them under the Offer as described in this Offer Memorandum including the Offer Conditions set out in Section 5.2 (Offer Conditions). On the date of this Offer Memorandum, no Shares are held by any of the other members of the Supervisory Board or the Executive Board. See Section 5.3 (Shareholdings of the memhers of the Supervisory Board and Executive Board). 4.6 Arrangements with Foundations In relation to the Offer, under the condition precedent of the Offer becoming unconditional, the Priority Foundation has committed itself to transfer the Priority Shares on the Settlement Date. In relation to the Offer, under the condition precedent of the Offer becoming unconditional, the Protection Foundation, has irrevocably reuounced its option right to acquire Preferred A Shares and any other rights under similar arrangements. 13

14 4.7 Acceptance Conditions, Acceptance Period, Declaring the Offer Unconditional, Extension and Settlernent Acceptance Conditions The Offer shall be declared unconditional (geestunddoening) if the Offer Conditions as set out in Section 5.2 (Offer Conditions) are fulfilled or, if permitted by applicable law, waived by the party or parties entitled to waive such Offer Conditions Acceptance Period The Acceptance Period begins on 4 April 2006 and ends, subject to extension in accordance with Applicable Law, including article 90, paragraph 5 of the Bte 1995, on 5 May 2006 at 15:00 hours Amsterdam time (9:OO hours, New York time). See Section 10.5 (Acceptance Period). If one or more of the Offer Conditions is not fulfilled, the Offeror may extend the Acceptance Period until al1 such Offer Conditions have been satisfied or waived. Extension of the Acceptance Period may occur one or more times. See also Section (Extension). Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during any extension of the Acceptance Period in accordance with the provisions of article 90, paragraph 5 of the Bte During an extension of the Acceptance Period, any Shares previously tendered and nat withdrawn wil1 remain subject to the Offer. Shares tendered during an extension of the Acceptance Period may not be withdrawn. If al1 Offer Conditions are satisfied ar, where appropriate, waived, the Offeror wil1 accept al1 Shares that have been validly tendered (ar defectively tendered provided that such defect has been waived by the Offeror) and not previously withdrawn pursuant to the term of the Offer in accordance with, for the Shares, the procedures set forth in Section 10.3 (Acceptance by Shareholders) Declaring the Offer Unconditional (gestunddoening) The Offer shall be subject to the fulfillment of the Offer Conditions, including, but not limited to, the Offer Conditions that at least 95% of the issued and outstanding ordinary share capital of VNU has been tendered under the Offer as set out in Section and that at least 95% of the issued 7% preferred share capital has been tendered under the Offer as set out in Section The Offeror reserves the right to waive such Offer Conditions, provided that the Offeror may not waive or invoke the Offer Condition contained in Section without the prior written consent of VNU. In addition, the waiver of certain other Offer Conditions is in certain circurnstances subject to the prior written consent of VNU. See Section 5.2 (Offer Conditions). If the Offeror wishes to waive or reduce one or more Offer Conditions, the Offeror wil1 announce in a manner reasonably designed to inform Shareholders that it waives or reduces such Offer Conditions by means as required by Applicable Law, including the Bte Unless the Acceptance Period is extended, the Offeror wil1 announce, in accordance with Applicable Law, such date being the ünconditiondi Date, whether the Offer Conditions have been fulfilled or are to be waived by the Offeror and wil1 announce whether (i) the Offer has been declared unconditional, (ii) there is still uncertainty as to the fulfillment of any of the Offer Conditions, or (iii) the Offer is terminated, as a result of the Offer Conditions not having been fulfilled or waived by the Offeror, al1 in accordance with article 9t paragraph 4 of the Bte See Section 10.6 (Declaring the Offer Unconditional (gestunddoening)). The Bte 1995 requires that such announcement be made within five business days following the Acceptance Closing Date. In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt geduun) the Offeror wil1 accept for payment al1 Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and may continue the Offer by way of a post acceptance period for at least five additional Business Days after the Unconditional Date to continue to accept for payment al1 Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during such period and the Offeror shall pay promptly, but in any event within three Business Days following such tender, for such Shares Extension The Offeror may extend the Acceptance Period past the Acceptance Closing Date, in which case al1 references in this Offer Memorandum to the Acceptance Closing Date or WO0 hours, Amsterdam time (9:OO hours, New York time), on 5 May 2006 shall, unless the context requires 14

15 othenvise, be moved to the latest date and time to which the Acceptance Period has been so extended. A bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the bank or stockholder to communicate its acceptances to the Exchange Agent in a timely manner. If the Acceptance Period is extended such that the obligation pursuant to Applicable Law, including article 9t of the Bte 1995 to announce whether the Offer has been declared unconditional is postponed, a public announcement to that effect shall be made in accordance with Applicahle Law. See Section 10.7 (Extension). Article 90, paragraph 5 of the Bte 1995 requires that such announcement he made not later than the third Business Day following the Acceptance Closing Date Settlement In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Offeror wil1 pay on the Settlement Date to Shareholders who have tendered and delivered their Ordinary Shares and/or Preferred Shares to the Offeror prior to the Acceptance Closing Date, the Offer Price per Ordinary Share and/or the Offer Price per Preferred Share in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd). See Section 10.8 (Settlement). 4.8 Offeror Valcon Acquisition B.V., a private limited liability company (besloten vennoorschap met beperkte aansprakelijkheid) duly incorporated 23 January 2006 and validly existing under the laws of The Netherlands, with its statutory seat at Amsterdam, The Netherlands. See Section 13 (Information on the Offeror). 4.9 Liquidity and Delisting The purchase of Shares by the Offeror pursuant to the Offer, among other things, wil1 reduce the number of Shareholders and the number of Shares that might othenvise trade publicly and could adversely affect the liquidity and market value of the remaining Shares not tendered and not held by, VNU. Should the Offer be declared unconditional kcstand wordt gedaan), it is intended that VNU's listing on Euronext Amsterdam will be terminated as soon as possible. This would further adversely affect the liquidity of any shares not tendered. In addition, the Offeror may initiate any of the procedures as set out in Section 4.10 (Legal Structure of VNU following the Offer), including procedures which would result in termination of the listing of the Shares (including Shares not heing tendered). See Section (Liquidity and Delisting) Legal structure of VNU following the Offer Surnmary of risk factors foliowing the Offer As set out in Sections and 5.2.2, the Offer is conditional upon acceptances being received with respect to at least 95% of the Ordinary Shares and at least 95% of the Preference Shares. However, the Offeror has the right to waive these conditions and to declare the Offer unconditional (gestand doen) even if the Shares that have nat heen tendered represent more than 5% of either of or bath the classes of Shares. Shareholders who do nat tender their Shares in the Offer should carefully review this Section 4.10, which describes ceríain risk they wil1 he subject to after the Offer is declared unconditional (gestand wordt gedaan). These risk are in addition to the exposure to the business of VNU and its subsidiaries, as such business and the structure of the VNU group may change from time to time after the Settlement Date. The following is a summary of the key additional risk COMPULSORY PURCHASE As soon as the relevant legal requirements have been satisfied, the Offeror may seek to acquire the remaining Shares through the statutory SqueezeOut procedure. LOSS OF LIQUIDITY As soon as the relevant legal requirements have been satisfied, the Offeror may seek to terminate the Ming of VNU on Euronext Amsterdam and to convert VNU into a private limited company (beslofen vennootschap met beperkfe aansprakelijkheid), which will inter alia cause al1 shares in VNU io hecome subject to transfer restrictions. 15

16 Alternatively or cumulatively, the Offeror may seek to implement an Upstream Merger, which could result in shareholders in VNU becoming shareholders in a Merging Entity by operation of law. This Merging Entity wil1 be a private limited company (besfoten vennootschap met beperkie aansprakelijkheid), and the shares in its capital wil1 not be listed or publicly traded, and wil1 be subject to transfer restrictions. Even if no conversion or merger is implemented, the size of the free float in Shares wil1 be substantially reduced as a result of the Offer, and as a result trading volumes and liquidity of Shares wil1 be materially adversely affected. The Offeror may also seek a sak of substantially al1 assets of VNU, which may be followed by a liquidation and a distribution of the sak proceeds. 0 INCREASED LEVERAGE As a result of one or more Legal Mergers or as a result of other measures implemented by the Offeror and VNU after the Settlement Date, the proportion of the halance sheet of VNU or its successor entities which is represented by debt may increase substantially compared to the current position. 0 REDUCED GOVERNANCE RIGHTS In the event that VNU or its successor entity wil1 no longer be listed and its shares wil1 no longer be publicly traded, the statutory provisions applicable to the governance of public or listed companies wil1 no longer apply and tbe rights of minority sharebolders wil1 be limited to the statutory minimum. 0 CONTROLLING SHAREHOLDER Following the Settlement Date, VNU wil1 be majority controlled by the Offeror and the indirect shareholders of the Offeror wil1 appoint al1 of the members of the Executive Board and al1 of the members of the Supervisory Board, except for any independent memhers of the Supervisory Board appointed in accordance with Section o rax TREATMENT OF DISTRIBUTIONS The Offeror and VNU have no insight into and no responsibility with respect to the tax treatment of Shareholders with respect to any distributions made by VNU or any successor entity to VNU, which may include dividends, repayments of capital and liquidation distributions. In the event that there is a sak of substantially al1 assets of VNU, followed by a liquidation and a distrihntion of the sak proceeds, this may rake specific tax issues for Shareholders. General The Offeror reseives the right to use any permitted method to acquire 100% of VNU s share capital, as wel1 as to align VNU with the holding and financing structure of the group of companies that includes the Offeror. For this purpose the Offeror wil1 consider, depending inter alia on the number of Shares obtained by the Offeror as a result of the Offer, a number of processes, including a compulsory acquisition procedure (uitkoopprocedure) in accordance with article 2:92a of the Dutch Civil Code (a SqueezeOut ), a legal merger Gundische fusie) between VNU and the Offeror or an affiliate of the Offeror in accordance with article 2309 et seq of the Dutch Civil Code (a Legal Merger ), a contribution of assets to VNU in exchangc for new shares issued (in which case the existing shareholders do not have preemptive rights), or a sale of assets by VNU (subject to Section 5.10). Separately, the Offeror may cause VNU to be converted into a private limited company (bedoten vennootschap met beperkre aansprakelijkheid). For the avoidance of doubt, any or al1 of the measures and processes described in this Section 4.10 may be applied cumulatively, alternatively, or not at all, at the discretion of the Offeror, subject to applicable provisions of Dutch law. SqueezeOu1 In the event that the Offeror has acquired 95% or more of the issued and outstanding share capital of VNU at or following the Settlement Date (excluding Shares held by VNU or its subsidiaries), the Offeror shall initiate a SqueezeOut, in order to acquire the remaining VNU Shares not tendered and not held by the Offeror or VNU. The Offeror may also initiate a SqueezeOut at any time after 16

17 the Settlement Date, if and when it is entitled to do so, with respect to shares in any successor entity of VNU, created through a Legal Merger or othenvise. Legal Metger At any time after the Offer has been declared unconditional (gestand wordt gedaan), the Offeror and VNU may take steps to implement a Legal Merger behveen the Offeror or an affiliate of the Offeror (the Merging Entity ) and VNU. As a result of such a Legal Merger, one of the hvo legal entities involved (the Disappearing Entity ) wil1 disappear and the other (the Surviving Entity ) wil1 survive and acquire al1 assets and liabilities of the Disappearing Entity by operation of law on the date on which the Legal Merger becomes effective (the Merger Date ). The following paragraphs of this subsection explain the two principal forms of Legal Merger which the Offeror may consider and set out a summaiy of the process that wil1 be followed prior to any Legal Merger being implemented. No rights can be derived from these explanations and the Offeror reserves the right to pursue a Legal Merger on different terms. In case a Legal Merger is effected in which VNU is the disappearing entity (an Upstream Merger ), shareholders in VNU (including Shareholders that have not tendered their Shares under the Offer, hut excluding the Merging Entity) wil1 become, by operation of law, shareholders in the Merging Entity, alongside the Offeror or the Offerror s affiliate which is already a shareholder of the Merging Entity (the Merging Entity Parent ). The new shareholders wil1 acquire shares in the capital of the Merging Entity that have the same economic value as the shares in VNU they hold immediately before the Legal Merger becomes effective, which wil1 be computed on the basis of the relevant prices set out in this Offer Memorandum, deducting any distributions made to the relevant shareholders after the Settlement Date. The capital of the Merging Entity is likely to be divided in different classes of shares and holders of one class of shares in VNU may acquire one or more classes of ordinaiy and/or preference shares in the Merging Entity, depending on factors such as the rights attaching to the shares in VNU they hold on the Merger Date and the amount of any debt financing the Merging Entity has outstanding at that time. The exact identity of the Merging Entity, the composition of its share capital, the economic and other rights attaching to each class of shares in that capital and the exchange ratio applicahle to each class of shares in VNU wil1 only he established by the executive board of VNU and the Offeror on or after the Unconditional Date and shall be approved by the Supervisory Board. The approval shall require a vote in favor by a majority of the independent members of the Supervisory Board as referred to in Section if this wil1 be decided on or after the Settlement Date. The independent members of the Supervisoiy Board may request that additional independent financial or legal experts are appointed to advise them on the reasonableness of the proposed exchange ratio for the shares in the Merging Entity with a view to the economic and other rights attached to the shares in the Merging Entity to be received by the minority shareholders as compared to the economic and other rights attached to the shares in VNU held by them immediately prior to the Merger Date. It is not intended that any shares in the Merging Entity wil1 be listed on any stock exchange or othenvise be publicly traded. As the Merging Entity wil1 be a private limited company (besloten vennootschap met beperkte aansprakelijkheid), restrictions wil1 apply to the transferability of these shares. However, the Merging Entity Parent may grant the new holders of shares in the Merging Entity the right for a certain period after the Merger Date to sell their shares to the Merging Entity Parent, for a price per share equal to the relevant price set out in this Offer Memorandum, deducting any distributions made to the relevant shareholders after the Settlement Date. Shareholders that do not tender their Shares in the Offer need to be aware that, in the event the Offer is declared unconditional (gestand wordt gedaan) and an Upstream Merger is implemented, except to the extent and for the period that any sale right is granted in accordance with the previous sentence, the shares in the Merging Entity which they receive in exchange for their Shares wil1 be illiquid and cannot be freely traded. As a further result of the Merging Entity in an Upstream Merger being an unlisted private limited company, statutory provisions applicable to the governance of public or listed companies wil1 not apply to the Merging Entity and the rights of minority shareholders in the Merging Entity wil1 be limited to the statutory minimum. As an alternative or precursor to an Upstream Merger, the Offeror may choose to implement a Legal Merger in which the Merging Entity wil1 be the Disappearing Entity and VNU wil1 be the Surviving Entity (a Downstream Merger ). In such a case, the shareholders of VNU wil1 continue to Iii i... 17

18 hold their shares. The Shares held by the Merging Entity wil1 be cancelled and the Merging Entity Parent wil1 be issued with new Shares, taking into account any assets or liabilities which the Merging Entity has on the Merger Date, other than Shares. A Downstream Merger wil1 nat in itself affect the Ming of VNU on Euronext Amsterdam or the tradeability of Shares. The Downstream Merger does not, however, prevent the Offeror and VNU from seeking a termination of that listing, when they are entitled to do so under applicable listing rules. Similarly, the Offeror may initiate a SqueezeOut subsequent to a Downstream Merger, if and when it is entitled to do so, with respect to the shares in VNU it does not at that point own (other than shares owned by VNU itself or its subsidiaries). In addition, the completion of the Offer and any subsequent measures initiated by the Offeror and VNU, within the restrictions imposed by applicable law, are likely to significantly reduce the trading volume in Shares and thereby the liquidity of a continued investment in Shares beyond the Settlement Date. After implementing a Downstream Merger, the Offeror may decide to implement an Upstream Merger, with a different Merging Entity than that which disappeared as a result of the Downstream Merger. The previous subsection, relating to an Upstream Merger and the shares that wil1 be issued to holders of shares in VNU, wil1 apply mufutis mufundis in such a case. In the event that the Offeror chooses to pursue any Legal Merger, the process for achieving this result wil1 be subject to Part 7 of Book 2 of the Dutch Civil Code and any other applicable provisions of Dutch law, and wil1 include safeguards to ensure that the exchange ratio or ratios applicable to each respective class of shares in VNU is confirmed as being fair by independent experts, and is ultimately approved by the Supervisory Board, including by a majority of the independent members as referred to in Section The process also requires a resolution of the general meeting of shareholders of the Disappearing Entity and, under certain circumstances, of the general meeting of shareholders of the Surviving Entity. Shareholders should be aware, however, that these safeguards and procedures do not prevent the Surviving Entity, in which they wil1 be shareholders from the Merger Date, from having substantially more debt as a proportion of its balance sheet total than VNU currently has. Asset Sule At any time after the Offer has been declared unconditional (gesrund wordf gedaan), the Offeror and VNU may take steps to cause a sale by VNU of al1 or substantially al1 of its assets to a company directly or indirectly wholly owned by the Offeror or by an affiliate of the Offeror, in a manner that is consistent with the undertakings reflected in Section 5.9. This sale wil1 be made at a value computed on the basis of the share prices set out in this Offer Memorandum, deducting any distributions made to VNU s shareholders after the Settlement Date. A confirmation wil1 be obtained from independent experts as to the fairness of such a transaction and it would require the approval of the Supervisory Board, including a majority of the independent members as referred to in Section 5.7.7, as wel1 as that of the general meeting of VNU s shareholders. Following such a sale, VNU may be liquidated, in which case the proceeds of the transaction wil1 be distributed to its shareholders, in accordance with the provisions of the VNU Articles of Association in force at the relevant time. Other Possible Meusures The Offeror reserves the right to use any other permitted method to obtain 100% of VNU s share capital, as wel1 as to align the company structure of VNU with the group s new holding and financing structure that wil1 exist once the Offer has been declared unconditional (gesfund wordt gedaan), including the contribution of assets by the Offeror to VNU against the issue of shares in the capital of VNU, whilst at the same time excluding the preemptive rights (voorkeursrechten) (if any) of other VNU Shareholders, al1 in accordance with Dutch law and the VNU Articles of Association in force at the relevant time. Finally, the Offeror reserves the right to pursue alterations to the corporate and capital structure of VNU, including internal reorganizations, changes to the accounting policies applied by VNU, amendments to the VNU Articles of Association, a liquidation, a demerger as specified in article 2334a of the Dutch Civil Code or a rights issue, al1 to be effected in accordance with Dutch law and the VNU Articles of Association (as amended from time to time). Any distributions made may take the form of a distribution out of reserves, an interim dividend, a final dividend, payment upon cancellation or, in case the Company is liquidated, a liquidation distribution. 18

19 4.11 Dividend Policy The Offeror expects to amend significantly VNUs dividend policy should the Offer he declared unconditional (gestand wordt gedaan). The Offeror expects to stop paying regular cash dividends after the Settlement Date for the foreseeable future, subject to any applicable requirements under Dutch law. Any dividends paid in the near term wil1 he one time in nature. The size and makeup of one time dividends (if any) wil1 depend on several factors but could be significant. Distributions made on the relevant shares after the Settlement Date (if any) wil1 he deducted for the purposes of establishing the value per Share in the event of any Legal Merger or other relevant measure as described in Section Announcements Announcements contemplated by the foregoing paragraphs wil1 he issued by press release 01 advertisement and wil1 he published in at least the Wal1 Street Journal, the Financial Times, the Daily Official List, Hef Financieele Dagblad, NRC Handeisbiad. Subject to any applicable requirements of Dutch public offer regulations and U.S. federal securities laws and regulations and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror wil1 have no obligation to comrnunicate any public announcement other than as described above Indicative Timetable (Al1 times are Amsterdam time, New York time is six hours earlierì Expected Date and Time (AI1 times are Amsterdam time) 09:OO hours, 3 April :OO hours, 4 April hours, 18 April ,. 15:OO hom, 5 May 2006, subject to extension In accordance with Applicable Law._ Unconditional Date the date on which the Offeror shall publicly announce whether the Offer is declared unconditional (gestand wordf gedaan) in accordance with Applicable Law. Pursuant to Article 9t paragraph 4 of the Bte 1995, the Offer must be declared unconditional within five Business Days following the Acceptance Closing Date Within three Business Days after the Unconditional Date. Event Publication of advertisement announcing the availability of the Offer Memorandum and the commencement of the Offer, in accordance with article 90 paragraph 2 of the Bte 1995 Commencement of the Acceptance Period under the Offer Annual General Meeting of Shareholders, at which meeting the Offer, among other matters, wil1 he discussed in accordance with the provisinns of article Yq paragraph 1 of the Bte 1995 Accepfance Closing Date Deadline for Shareholders wishing to tender Shares Settlement Date the date on which, in accordance with the terms and conditions of the Offer, payment of the Offer Price per Ordinaiy Share and/or the Offer Price per Preferred Share shall he made by the Offeror to the Shareholders who have validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) their Shares under the Offer prior tn the Acceptance Closing Date, which date shall he promptly, hut in any event, within three Business Days following the Unconditional Date, subject to the Offer being declared unconditional (gestand wordf gedaan) 19

20 5. EXPLANATION OF THE OFFER 5.1 Introduetion On 8 March 2006, the Company and the Offeror jointly announced that the expectation was justified that agreement could be reached in connection with an offer hy the Offeror for the Company at EUR per Ordinary Share and at EUR per Preferred Share. The expectation that the Company would reach an agreement on the Offer was realized after a meeting of the Supervisory Board in Haarlem in the evening of 7 March In the morning of 8 March 2006, the Company and the Offeror entered into the Merger Protocol. Certain terms of the Merger Protocol are reflected or otherwise described in this Offer Memorandum. 5.2 Offer Conditions The ohligation of the Offeror to declare the Offer unconditional (gestand te doen) shall be subject to the following conditions precedent (the Offer Conditions ) being satisfied or waived, as the case may he: such numher of Ordinary Shares are tendered for acceptance that these, together with the Ordinary Shares directly or indirectly held by the Offeror, its group or the Sponsors at the Acceptance Closing Date and Ordinary Shares which are the subject of purchase agreements in effect at the Acceptance Closing Date represent at least 95% of the Company s issued ordinary share capital (geplaatst gewoon aandelenkapitnul) as at the Acceptance Closing Date (excluding Ordinary Shares held hy VNU or its subsidiaries); such numher of Preferred Shares are tendered for acceptance that these, together with the Preferred Shares directly or indirectly held by the Offeror, its group or the Sponsors at the Acceptance Closing Date and Preferred Shares which are the subject of purchase agreements in effect at the Acceptance Closing Date represent at least 95% of the Company s issued 7% preference share capital (geplaatst 7% preferent aandelenkapitaal) as at the Acceptance Closing Date; the Supervisory Board and the Executive Board have not withdrawn or changed their recommendation of the Offer as included in this Offer Memorandum; no effect, event, occurrence, circumstance or change that, has had or could reasonably be expected to have a Material Adverse Effect has occurred or hecome known to the Offeror after the date on which the Acceptance Period starts and prior to or on the Acceptance Closing Date; no puhlic announcement, or written notification pursuant whereto the Offeror has a right to terminate the Merger Protocol according to its terms, has been made, announcing for the first time that a third party is preparing or announcing a hona fide puhlic offer which the Supervisory Board has concluded constitutes a competing offer for at least 50% or more of the Shares or a proposal for a legal merger that would involve a change of control of the Company and no third party has obtained the right to acquire from the Company or subscrihe for from the Company, or has agreed to acquire from the Company or suhscribe for from the Company, shares or depositary receipts of shares in the capital of the Company, other than pursuant to the exercise of employee options or other equity awards granted prior to the date of the Merger Protocol; no order, stay, judgment or decree is issued by any court, arhitral trihunal, government, governmental authority or other regulatory or administrative authority and is in effect, or any statute, rule, regulation, governmental order or injunction shall have been proposed, enacted, enforced or deemed applicable to the Offer, any of which restrains, prohibits or delays or is reasonable likely to restrain, prohihit or delay consummation of the Offer in any material respect; on or prior to the Acceptance Closing Date the Company has not breached certain conduct of business undertakings and certain other undertakings related to the preparation of the Offer and the Offer itself, to the extent that such breach has or could reasonahly he expected to have material adverse repercussions on the Offeror or the Offer, if such breach is not remedied prior to the Acceptance Closing Date; 20

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